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Annexibankruptcy Remote Provisions

Confidentiality Agreement

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 This Confidentiality Agreement involves

PEABODY ENERGY CORP

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Title: AnnexIBankruptcy Remote Provisions
Date: 4/13/2016
Industry: Coal     Sector: Energy

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Exhibit 99.4

KL Comments as of February24,2016

Subject to FRE 408 & All Other Applicable Privileges

and Confidentiality Agreements

Annex I

Bankruptcy Remote Provisions

 

1.

Except as specifically set forth in the Term Sheet, Peabody AssetCo and each of its direct and indirect subsidiaries (collectively, the “ NewCos ”) shall be newly formed direct or indirect wholly-owned subsidiaries of the Issuer organized as a Delaware limited liability companies that are designated as an “Unrestricted Subsidiary” under the Existing First Lien Credit Agreement.

 

2.

Each NewCo shall have a board of managers, with no more than 3 (three) managers serving on such board, at least one (1) of which will, at all times, be an Independent Manager (as defined below).

 

3.

The indenture governing the PAC Notes and the New NG Notes (the “ Notes Indenture ”) shall prohibit the modification of the organizational documents of the NewCos (the “ Organizational Documents ”) as it relates to the bankruptcy remote provisions contained herein and therein without the consent of the holders of a majority of the Notes (the “ Majority Holders ”), and any such modification shall constitute an immediate Event of Default under the Notes Indenture.

 

4.

The Notes Indenture and the Organizational Documents shall, among other things:

(a) require the consent of the relevant Independent Manager, in its sole and absolute discretion, to, among other things, (1) initiate, institute, consent to, participate in or otherwise effect any Bankruptcy (as defined below), liquidation or dissolution of a NewCo, consolidate a NewCo with or into any person, or sell all or substantially all of the assets of a NewCo, or (2) amend, modify or waive any provision in the Organizational Documents of the applicable NewCo that affect the requirements set forth in this Annex I;

(b) require a certificate from the chief financial officer of the relevant NewCo to the relevant Independent Manager at least 5 business days prior to making any dividend of the Dividend Amount or other distribution on account of its equity interests, which shall include the calculation of the Required Leverage Ratio and an Appraisal dated within six months of the certificate, that certifies that such dividend or other distribution constitutes a permitted Dividend Amount and includes the calculation of such Dividend Amount and is expressly permitted by the terms of the Notes Indenture. No dividend or other distribution shall be permitted to be made (i) unless and until such calculations are reasonably acceptable to the Independent Manager and (ii) at any time prior to the Drop-Down;

(c) include a mechanism that (i) provides that in the event of a vacancy in the position of an Independent Manager, the Member of the applicable NewCo shall appoint a successor which shall be acceptable to the Trustee under the Indenture in its sole discretion (and no actions may be taken that would otherwise require the consent of an Independent Manager during the pendency of such vacancy), and (ii) allows the Trustee/ Majority Holders to replace an Independent Manager upon notice to the relevant NewCo.

(d) to the fullest extent permitted by law, require each Independent Manager to consider the interests of, and have a fiduciary duty to, the holders of Notes and other creditors, in connection with any actions that require the vote or consent of the Independent Manager and to waive any fiduciary duties to the rele


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